JBD Holdings Limited - Limited company accounts 23.2

REGISTERED NUMBER: SC166527 (Scotland)

Group Strategic Report,

Report of the Directors and

Consolidated Financial Statements

for the Year Ended 31 March 2023

for

JBD Holdings Limited

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

5

Consolidated Income Statement

9

Consolidated Other Comprehensive Income

10

Consolidated Balance Sheet

11

Company Balance Sheet

12

Consolidated Statement of Changes in Equity

13

Company Statement of Changes in Equity

14

Consolidated Cash Flow Statement

15

Notes to the Consolidated Cash Flow Statement

16

Notes to the Consolidated Financial Statements

17

DIRECTORS:

G A Belch

E D McLean

H Dougan

SECRETARY:

E D McLean

REGISTERED OFFICE:

430 Helen Street

Govan

Glasgow

G51 3HR

REGISTERED NUMBER:

SC166527 (Scotland)

AUDITORS:

TB Dunn & Co

Statutory Auditor

Ground Floor (part)

8000 Academy Business Park

51 Gower Street

GLASGOW

G51 1PR

The directors present their strategic report of the company and the group for the year ended 31 March 2023.

REVIEW OF BUSINESS

The directors are once again encouraged by the results for the year ended 31 March 2023.

The key financial highlights are as follows:

2023

2022

2021

£

£

£

Turnover

15,589,399

14,659,837

11,669,863

Turnover growth

6.3%

25.6%

10%

Profit before taxation

981,191

1,465,689

583,728

The net assets of the company have increased from £4,314,222 at 31 March 2022 to £4,933,518 at 31 March 2023.

Sales increased across the company with positive performance achieved across all sales channels of the business. The positive sales performance was primarily due to the covid pandemic recovery and an increase in the core activities of the business .

PRINCIPAL RISKS AND UNCERTAINTIES

The company is at risk to exposure of escalating contract costs and overrun of jobs. The company has taken the necessary steps to reduce this risk.

The company is aware of delays and raw material shortages as a result of Ukrainian war and the effects that this has had on the global pricing markets particularly in fuel and material prices. The company has again increased their holdings of key lines in order to ensure continuity of supply. The company is working closely with their suppliers to try to ensure that delivery schedules are maintained.

The company credit risk is still primarily attributable to its trade debtors. Credit risk is managed by running credit checks and monitoring payments and credit levels of both new and existing clients.

The company closely monitors cash flow as part of its every day procedure. The Board considers cash flow projections on a monthly basis and ensures that appropriate facilities are available to be drawn as necessary.

Overall the directors believe the company has responded well to the challenges in industry conditions with rising prices and technical challenges. Since the year end the directors have continued to strengthen their financial position by continuing in their endeavours to increase sales and maintain gross margin as well as working with suppliers to ensure continuity in supply and continuing to invest in staff training.

ON BEHALF OF THE BOARD:

E D McLean - Director

28 December 2023

The directors present their report with the financial statements of the company and the group for the year ended 31 March 2023.

DIVIDENDS

Interim dividends per share on the Ordinary £1 shares were paid as follows:

3,320

- 30 June 2022

3,320

- 30 September 2022

3,320

- 31 December 2022

5,450

- 31 March 2023

15,410

The directors recommend that no final dividend be paid on these shares.

The total distribution of dividends for the year ended 31 March 2023 will be £ 15,410 .

DIRECTORS

The directors shown below have held office during the whole of the period from 1 April 2022 to the date of this report.

G A Belch

E D McLean

H Dougan

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Group Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and the group and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

-	select suitable accounting policies and then apply them consistently;

-	make judgements and accounting estimates that are reasonable and prudent;

-	prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

AUDITORS

The auditors, TB Dunn & Co, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

E D McLean - Director

28 December 2023

Opinion

We have audited the financial statements of JBD Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 March 2023 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the group's and of the parent company affairs as at 31 March 2023 and of the group's profit for the year then ended;

-	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

-	have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. '

Other Matters - unaudited comparative

The group was exempt from audit in the year to 31 March 2022 and consequently the corresponding figures are unaudited.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and the parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

-	the information given in the Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Directors.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

-	adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

-	the parent company financial statements are not in agreement with the accounting records and returns; or

-	certain disclosures of directors' remuneration specified by law are not made; or

-	we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page three, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

We identify and assess the risks of material misstatements of the financial statements, whether due to fraud or error, and then design and perform audit procedures responsive to those risks, including obtaining audit evidence that is sufficient and appropriate to provide a basis for our opinion.

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we consider the following:

- the nature of the industry and sector, control environment and business performance including the key drivers for Directors' remuneration, bonus levels and performance targets;

- results of our enquiries of management about their own identification and assessment of the risks of irregularities;

- any matters we identified having obtained and reviewed the Company's documentation of their policies and procedures relating to:

- identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of non-compliance;

- detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud;

- the internal controls established to mitigate risks of fraud or non-compliance with laws and regulations;

- the matters discussed among the audit engagement team regarding how and where fraud might occur in the financial statements and any potential indicators of fraud.

As a result of these procedures, we consider the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential for fraud in the cut-off of revenue recognition. In common with all audits under ISAs(UK), we are also required to perform specific procedures to respond to the risk of management override.

We also obtained an understanding of the legal and regulatory framework that the company operates in, focusing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosure in the financial statements. The key laws and regulations we considered in this context included the UK Companies Act, tax legislation and Health and Safety legislation.

In addition to the above, our procedures to respond to risks identified included the following:

- reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with provision of relevant laws and regulations described as having a direct effect on the financial statements;

- enquiring of management concerning actual and potential litigation and claims;

- performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;

- reading minutes of meeting of those charged with governance;

- in addressing the fraud risk in revenue cut-off, we have tested a sample of revenue/stock recorded pre year end and post year end and agreed to invoice, and stock records to assess timing or cut-off and ensure that revenue is only recognised when goods have been dispatched; and

- in addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and other adjustments; assessing whether the judgements made in making accounting estimates are indicative of potential bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.

We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members and remained alert to any indications of fraud or non-compliance with laws and regulations through the audit.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Mark Blair FCCA (Senior Statutory Auditor)

for and on behalf of TB Dunn & Co

Statutory Auditor

Ground Floor (part)

8000 Academy Business Park

51 Gower Street

GLASGOW

G51 1PR

28 December 2023

TURNOVER

15,589,399

14,659,837

Cost of sales

11,035,714

10,135,021

GROSS PROFIT

4,553,685

4,524,816

Administrative expenses

3,590,767

3,087,388

962,918

1,437,428

Other operating income

18,011

28,455

OPERATING PROFIT

4

980,929

1,465,883

Interest receivable and similar income

602

-

981,531

1,465,883

Interest payable and similar expenses

5

340

193

PROFIT BEFORE TAXATION

981,191

1,465,690

Tax on profit

6

196,485

(1,962

)

PROFIT FOR THE FINANCIAL YEAR

784,706

1,467,652

Profit attributable to:

Owners of the parent

784,706

1,467,652

PROFIT FOR THE YEAR

784,706

1,467,652

OTHER COMPREHENSIVE INCOME

Purchase of own shares

(146,000

)

-

Income tax relating to other comprehensive income

-

-

OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX

(146,000

)

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

638,706

1,467,652

Total comprehensive income attributable to:

Owners of the parent

638,706

1,467,652

FIXED ASSETS

Intangible assets

9

-

160,000

Tangible assets

10

1,100,089

1,051,569

Investments

11

-

-

1,100,089

1,211,569

CURRENT ASSETS

Stocks

12

35,000

35,000

Debtors

13

4,763,735

4,652,925

Cash at bank and in hand

1,039,708

3,759

5,838,443

4,691,684

CREDITORS

Amounts falling due within one year

14

1,832,871

1,458,211

NET CURRENT ASSETS

4,005,572

3,233,473

TOTAL ASSETS LESS CURRENT LIABILITIES

5,105,661

4,445,042

PROVISIONS FOR LIABILITIES

18

172,143

130,820

NET ASSETS

4,933,518

4,314,222

CAPITAL AND RESERVES

Called up share capital

19

78,200

82,200

Share premium

20

129,887

129,887

Other reserve

20

79,586

166,599

Capital redemption reserve

20

(50,836

)

30,000

Retained earnings

20

4,696,681

3,905,536

SHAREHOLDERS' FUNDS

4,933,518

4,314,222

The financial statements were approved by the Board of Directors and authorised for issue on 28 December 2023 and were signed on its behalf by:

E D McLean - Director

FIXED ASSETS

Intangible assets

9

-

-

Tangible assets

10

-

-

Investments

11

190,001

190,001

190,001

190,001

CURRENT ASSETS

Debtors

13

-

150,087

CREDITORS

Amounts falling due within one year

14

32,750

-

NET CURRENT (LIABILITIES)/ASSETS

(32,750

)

150,087

TOTAL ASSETS LESS CURRENT LIABILITIES

157,251

340,088

CAPITAL AND RESERVES

Called up share capital

19

78,200

82,200

Share premium

20

129,887

129,887

Capital redemption reserve

20

(50,836

)

30,000

Retained earnings

20

-

98,001

SHAREHOLDERS' FUNDS

157,251

340,088

Company's (loss)/profit for the financial year

(17,427

)

12,980

The financial statements were approved by the Board of Directors and authorised for issue on 28 December 2023 and were signed on its behalf by:

E D McLean - Director

Called up

share

Retained

Share

capital

earnings

premium

£

£

£

Balance at 1 April 2021

62,000

2,450,864

-

Changes in equity

Share buy back

20,200

-

129,887

Dividends

-

(12,980

)

-

Total comprehensive income

-

1,467,652

-

Balance at 31 March 2022

82,200

3,905,536

129,887

Changes in equity

Reduction in share capital

(4,000

)

-

-

Dividends

-

(15,410

)

-

Total comprehensive income

-

806,555

-

Balance at 31 March 2023

78,200

4,696,681

129,887

Capital

Other

redemption

Total

reserve

reserve

equity

£

£

£

Balance at 1 April 2021

166,599

30,000

2,709,463

Changes in equity

Share buy back

-

-

150,087

Dividends

-

-

(12,980

)

Total comprehensive income

-

-

1,467,652

Balance at 31 March 2022

166,599

30,000

4,314,222

Changes in equity

Reduction in share capital

-

-

(4,000

)

Dividends

-

-

(15,410

)

Total comprehensive income

(87,013

)

(80,836

)

638,706

Balance at 31 March 2023

79,586

(50,836

)

4,933,518

Called up

Capital

share

Retained

Share

redemption

Total

capital

earnings

premium

reserve

equity

£

£

£

£

£

Balance at 1 April 2021

62,000

98,001

-

30,000

190,001

Changes in equity

Share buy back

20,200

-

129,887

-

150,087

Dividends

-

(12,980

)

-

-

(12,980

)

Total comprehensive income

-

12,980

-

-

12,980

Balance at 31 March 2022

82,200

98,001

129,887

30,000

340,088

Changes in equity

Reduction in share capital

(4,000

)

-

-

-

(4,000

)

Dividends

-

(15,410

)

-

-

(15,410

)

Total comprehensive income

-

(82,591

)

-

(80,836

)

(163,427

)

Balance at 31 March 2023

78,200

-

129,887

(50,836

)

157,251

Cash flows from operating activities

Cash generated from operations

1

1,394,438

(1,987,763

)

Interest paid

(340

)

(193

)

Tax paid

287,252

244,165

Net cash from operating activities

1,681,350

(1,743,791

)

Cash flows from investing activities

Purchase of tangible fixed assets

(297,016

)

(385,541

)

Sale of tangible fixed assets

23,090

33,900

Interest received

602

-

Net cash from investing activities

(273,324

)

(351,641

)

Cash flows from financing activities

Loan repayments in year

-

(35,582

)

Amount withdrawn by directors

(32,040

)

(2,716

)

Share issue

-

20,200

Share buyback

(150,000

)

-

Share issue

-

129,887

Equity dividends paid

(15,410

)

(12,980

)

Net cash from financing activities

(197,450

)

98,809

Increase/(decrease) in cash and cash equivalents

1,210,576

(1,996,623

)

Cash and cash equivalents at beginning of year

2

(170,868

)

1,825,755

Cash and cash equivalents at end of year

2

1,039,708

(170,868

)

1.	RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

2023

2022

£

£

Profit before taxation

981,191

1,465,690

Depreciation charges

393,459

209,739

Profit on disposal of fixed assets

(8,053

)

(9,021

)

Finance costs

340

193

Finance income

(602

)

-

1,366,335

1,666,601

Increase in trade and other debtors

(81,752

)

(1,986,483

)

Increase/(decrease) in trade and other creditors

109,855

(1,667,881

)

Cash generated from operations

1,394,438

(1,987,763

)

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 31 March 2023

31.3.23

1.4.22

£

£

Cash and cash equivalents

1,039,708

3,759

Bank overdrafts

-

(174,627

)

1,039,708

(170,868

)

Year ended 31 March 2022

31.3.22

1.4.21

£

£

Cash and cash equivalents

3,759

1,825,755

Bank overdrafts

(174,627

)

-

(170,868

)

1,825,755

3.	ANALYSIS OF CHANGES IN NET (DEBT)/FUNDS

At 1.4.22

Cash flow

At 31.3.23

£

£

£

Net cash

Cash at bank and in hand

3,759

1,035,949

1,039,708

Bank overdrafts

(174,627

)

174,627

-

(170,868

)

1,210,576

1,039,708

Total

(170,868

)

1,210,576

1,039,708